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These terms and conditions (“Terms of Service”), together with the Service Order Form and Acceptable Usage Policy, govern the provision of Edulence® services and Client’s use of said services as set forth in the respective Service Order Form (collectively, “Services”). As used in these Terms of Service, “Agreement” means, collectively, (1) these Terms of Service, together with (2) the Acceptable Usage Policy and (3) Service Order Form. If a conflict exists between these Terms of Service and the Service Order Form, the terms of the respective Service Order Form and/or the mutually agreed upon Schedules will take precedence.

Client and Edulence agree to the Terms and Conditions as follows:

The services shall consist of application access to Edulence products including, but not limited to, KnowledgeLink®, KnowledgeLink®2 and VisionMail™ and the necessary multimedia hosting and distribution services as detailed in the Service Order Form, providing content management, distribution and tracking services through client-designated site. Upon completion of any Free Trial period, Clients will be required to execute a service order form. Thereafter, Edulence shall bill Client monthly for application subscription fees as indicated in the Service Order Form. Edulence shall also invoice Client for any requested setup or multimedia development fees. Client shall pay all undisputed invoices within 30 days of receipt.

During the term of this Agreement, Edulence hereby grants Client a non-exclusive, non-transferable, non-sublicensable license to access and use Edulence’s proprietary software. All electronic data embodied therein, any upgrades thereto, as well as any user documentation provided by Edulence to Customer (the “Software”), is intended solely for Client’s internal business use.Edulence is furnishing access to the Software for authorized use by Client solely for the purposes of creating, editing, viewing and/or publishing a series of pages on a web site with content provided by Customer (“Customer Content”). The Customer Content may include information, data, text, music, sound, photographs, graphics, video, messages and/or other materials provided to Edulence by Customer. As between Edulence and Customer, Customer Content will be considered the property of Customer. Subject to the terms and condition of this Agreement, Customer hereby grants to Edulence a non-exclusive, non-transferable, royalty-free, worldwide, fully paid-up right and license to copy, modify (including, the right to make derivative works of), distribute, display and use Customer Content solely in connection with performing the Services.

Notwithstanding anything in the Agreement to the contrary, Client may terminate this Agreement at any time and for any reason upon thirty (30) days’ prior written notice to Edulence, provided that Client shall be obligated to pay Edulence for all Services provided by Edulence to Client to such date of termination.

Client’s use of the Services is governed by Edulence’s “Acceptable Usage Policy” (“AUP”), attached hereto. Edulence may at its sole discretion change, update and revise the AUP. Notice of change will be sent to the primary email address contacts in Edulence’s Client database. The AUP is maintained at the following URL: www.edulence.com/aup. Edulence may terminate or suspend this Agreement at any time in the event that Client should breach any provision of the AUP, as further provided therein.

Edulence shall indemnify, defend, and hold harmless Client and its directors, officers, employees, agents, successors and assigns from and against any and all suits, actions, proceedings, claims, liabilities, losses, damages, judgments, costs, penalties and expenses (including, without limitation, their reasonable attorneys’ fees) (collectively, “Losses”) arising out of or in connection with: (a) a third party claim that Services and/or any portion of them violates or infringes upon any patent, copyright trade secret or other proprietary rights of any third party; and (b) Edulence’s gross negligence and/or willful misconduct. This Section shall survive the termination or expiration of this Agreement.Client shall indemnify, defend, and hold harmless Edulence and its directors, officers, employees, agents, successors and assigns from and against any and all Losses arising out of or in connection with: (a) a third party claim that Client’s unauthorized use of the Services and/or any portion of them violates or infringes upon any patent, copyright trade secret or other proprietary rights of any third party (and such claim(s) would not have occurred but for such unauthorized use); (b) Client’s gross negligence and/or willful misconduct, and (c) Client’s breach of any of the provisions of the AUP.

A party seeking indemnification (“Indemnified Party”) shall provide the other party (“Indemnifying Party”) with prompt written notice of any claim or claims for indemnification hereunder, and the Indemnifying Party shall have the right to control and direct the investigation and defense thereof and related settlement negotiations. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in connection with the foregoing. The Indemnified Party may, at its sole option and at its own expense, participate in the claim or action with its own separate legal counsel, in which event the cost of such participation (including the cost of such separate legal counsel) shall be borne by the Indemnified Party. The exercise by an Indemnified Party of its option to participate in the claim or action and/or to select its own separate legal counsel shall in no way limit or modify the Indemnifying Party’s obligations set forth above in this Section 4.

Neither party to this Agreement shall be liable to the other party for consequential, incidental, punitive, special or indirect damages (including, but not limited to, lost profits, lost wages or lost savings) arising from, relating to, or in connection with this Agreement, even if such party has been advised of the possibility of or could have foreseen such damages, and each party’s aggregate liability hereunder shall in no event exceed the total fees paid by Client to Edulence hereunder. In no event shall the liability of either party to the other for claims arising out of this Agreement exceed the fees paid to Edulence by Client hereunder. This limitation of liability applies regardless of the form of action, whether in contract, tort, or otherwise. Notwithstanding the foregoing, the limitations of liability set forth above in this section shall not apply to losses against which each party has agreed to indemnify the other under Section 4 hereof.

Edulence agrees not to use the name, trademark, logo, and/or service mark of Client and/or any of its affiliates without the prior written consent of Client in each instance. The Agreement is governed by the laws of the State of New York (without regard to principles of conflicts of laws). These Terms and Conditions, the Service Order Form and the AUP constitute the entire agreement and understanding between the parties hereto with respect to the subject matter hereof, and supersede any and all prior and contemporaneous agreements, understandings, documents, negotiations, and/or discussions (whether oral or written) between the parties. Except as provided herein, no supplement, amendment, or modification to this Agreement shall be valid, enforceable, or binding upon the parties unless made in writing and signed by an authorized representative of both parties.

Any provision of or obligation under the Agreement which contemplates performance or observance subsequent to any termination or expiration of the Agreement shall survive any such termination or expiration, and shall continue in full force and effect. In addition, all provisions of this Agreement shall survive the termination or expiration of this Agreement to the fullest extent necessary to give the parties the full benefit of the bargain expressed herein and of the intent contemplated hereunder.

All notices in connection with this Agreement shall be in writing and personally delivered, delivered via overnight mail with written receipt, or sent by certified mail, return receipt requested, (i) if to Client, at its address set forth above, (ii) if to Edulence, at 36 West 38th Street, 6th Floor, New York, NY 10018, with a copy to Kupfer & Associates, 190 N. 10th Street, Suite 303, Brooklyn, NY 11211, or (iii) to such other address as either may hereafter designate in writing in accordance with this Section. Any such notice shall be effective upon personal or overnight delivery or five (5) days after certified mailing.

Acceptable Usage PolicyThis Acceptable Usage Policy (“AUP”), in addition to the Edulence Terms of Service, governs the terms of use of the Edulence Services by any Client who has been granted permissible access to Edulence’s servers or services.

Client agrees when using, or accessing Edulence’s servers and services that the following terms and conditions of this policy will be met:

Web, FTP, Publishing Content PoliciesEdulence does not allow any of the following content, or links to such content, to be published using its servers or services:

Clients posting any of the above content on their sites will be notified using Client’s current email address on file, and given a 48-hour grace period to make any corrective actions. If no corrective actions are taken, Edulence will suspend the services of the account until a resolution is met between Edulence and Client. A repeated violation of this Policy may result in immediate cancellation of service without refund of any fees.

Client is not permitted to knowingly allow another website or hosting server to link to content files stored on Edulence servers. Client may not use hosting account as a remote storage server only.

Email Usage Policies Edulence does not support unsolicited email messages sent by Clients of our services or system (also known as junk email or SPAM). Clients sending unsolicited email messages from our system, or using our services, will have all of their services suspended immediately without refund of any fees.

Illegal Activities Clients found using our services or system for illegal activities, including but not limited to breaking into remote systems, credit card fraud, theft, vandalism, threats, or violence, will have their accounts immediately canceled without refund of any fees.

Copyright PolicyEdulence respects the rights of copyright holders and publishers and requires all users to confirm they own the copyright or have permission from the copyright holder to upload content. We comply with the Digital Millennium Copyright Act (DMCA) and will promptly remove content when properly notified. Repeat infringers’ accounts will be terminated immediately and all uploaded media disposed of permanently.

Third-Party SitesAn Edulence site may contain links to third party websites that are not owned or controlled by Edulence. Edulence has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, Edulence will not and cannot censor or edit the content of any third-party site. By using the Website, you expressly relieve Edulence from any and all liability arising from your use of any third-party website.

Privacy Policy

At Edulence, we take our responsibility to protect your personal information very seriously. That is why we would like you to be aware of our policies and procedures for collecting, disclosing, and safeguarding the information that our customers and former customers provide to us.

To demonstrate our commitment to fair information practices, we have adopted leading industry privacy guidelines. To maximize the value of our services, we may request information from you when you visit our Web sites. When we collect information from you, we’ll tell you what is being collected, how it is collected, by whom it is being collected, why it is being collected and to whom it may be disclosed.

Confidentiality and Security

Access to your personal information is restricted to only those Edulence employees who need it to perform the services required of your account. We have physical, electronic, and procedural safeguards that comply with applicable federal and state regulations to keep your personal information safe. If you decide to terminate your relationship with Edulence, or if your account or policy becomes inactive for some reason, we will continue to treat and safeguard your information as described in this statement.

Any health information collected by us requires you to complete a separate authorization. We will not disclose your health information to anyone without your authorization, unless the law permits or requires us to do so.

You may contact us at the address below to receive more information regarding these rights.